Registration Document 2005 - Total.com

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discusses and debates major transactions under consideration by
the Group, according to the criteria determined by the Board;
receives information on any significant event pertaining to the
operations of the Company;
oversees the quality of the information supplied to shareholders
and the financial markets through the financial statements that
it approves and the Registration Document, or when major
transactions are conducted;
• calls and sets the agenda of Shareholders’ Meetings;
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prepares a list each year of the Directors it deems to be
independent under generally accepted corporate governance
criteria; and
• performs audits and inspections as it may deem appropriate.
Specifically, with the assistance of its specialized Committees, it
ensures the following:
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Corporate Governance
Report of the Chairman of the Board of Directors
(Article L. 225-37 of the French Commercial Code)
proper delegation of powers and authority within the Company
as well as proper exercise of the respective powers and
responsibilities of the Company’s governing bodies;
that no person has the power to bind the Company without
proper supervision and control;
the proper functioning of the organizations responsible for internal
control and the satisfactory execution by the external auditors of
their missions; and
• the proper functioning of the Committees that it has created.
The Board of Directors meets at least four times a year and
whenever circumstances so require. The Directors are present,
represented, or participate in meetings via video conferences that
satisfy the technical requirements set by applicable regulations.
The Board establishes those specialized Committees, whether
permanent or temporary, which are required by applicable
legislation or which it may deem appropriate. The Board allocates
Directors’ fees to the Directors and may allocate additional
Directors’ fees to Directors who participate on specialized
Committees, within the total amount established for that purpose
by the shareholders.
The Board performs an assessment of its own functioning and
operations at regular intervals not to exceed three years. In addition,
it holds an annual discussion of its practices.
106 TOTAL - Registration Document 2005
Board Meetings
The Board of Directors, in most circumstances, is convened after
receiving written notice at least eight days in advance. Documents
that are to be examined before the Board’s decisions are, when
possible, included with the convening notice. Otherwise, the
documents are delivered as soon as possible thereafter. At each
meeting, the minutes of the preceding meeting are submitted for
the approval of the Board.
The Board held six meetings in 2005, with an average attendance
of 90.30%.
The agendas for these meetings included the following points on
the dates indicated:
january 11:
• 2005 budget;
• Group growth strategy;
• Group insurance policy;
• Group finance strategy;
• report on Ethics Committee activities.
February 16:
• Chemicals segment strategy;
• Parent company and consolidated 2004 financial statements;
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convening the annual Shareholders’ Meeting, compensation of
the Chairman for 2005;
evaluation of the independence of the Directors and evaluation of
Board practices.
May 3:
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earnings for the first quarter 2005 and presentation on the 2004
accounts under IFRS;
• strategy for the Gas & Power sector;
• preparations for the annual Shareholders’ Meeting.